"Big difference in playing them in Hattiesburg than playing them here," Southern Miss coach Larry Eustachy said. "That's just growth. You learn from that, and they'll log it, and we'll be better for it. And then, it'll be a lot better when No. 23 goes pro. It'll get a lot better when that happens."

That No. 23 would be Rose, the freshman who had four of Memphis' seven made 3s in the game and scored 16 of his 25 points in the second half. Rose said it's not easy to stick to the game plan when opponents are pushing almost every possession down the court.

"You've just got to stay focused, try to stay focused and make plays. That's why you're on the court," Rose said.

That's why Memphis (32-1), which will play either UTEP or Tulsa on Saturday, is looking to add a third straight tournament title to the third consecutive outright regular-season championship it clinched less than a week ago on this same court.

Memphis coach John Calipari credited Eustachy for a game plan that packed the defense in on his Tigers and lulled them into shooting too many 3s. Aside from Rose, the Tigers hit only 3-of-18 from outside. But it's exactly what Calipari expects to see from here on out.

"In a game like this where you know Southern Miss is going to have to make it roughhouse, scrappy, shorten the game, grind it out on offense, and they're going to hope they make some shots and pack it in on defense, it's a hard game. And I give Larry credit. They did exactly what they wanted to do," Calipari said.

Still, it wasn't enough. Chris Douglas-Roberts added 14 points to offset senior Joey Dorsey who had no points and only two rebounds for the Tigers in a tournament that may need to be renamed the Memphis Invitational at this rate.

"It was a good game for us," Calipari said. "We had a couple guys that didn't play particularly well. We'll see if we can't get them going for tomorrow."

Southern Miss (19-14) hadn't played in the semifinals since 2001, and this was only the third time in school history the Golden Eagles had gotten this far in a conference tournament.

While Memphis needs to win out to clinch a No. 1 seed in the NCAA tournament, the Golden Eagles' only chance at an NCAA bid was Conference USA's automatic berth. To get that, Southern Miss had to win four games in four days, and the Golden Eagles won the late game in the first two rounds to advance.

Sai'Quon Stone led Southern Miss with 14 points, and Jeremy Wise and R.L. Horton each had 12. The Golden Eagles, who led only once at 3-2, hit their first 18 free throws and finished 24-of-26 at the line.

"It's very tough," Horton said. "But if you stick with the game plan and don't think about it or let the crowd get into the game or the flow of the game ..."

But not even a nearly flawless performance at the line and a zone defense that frustrated and slowed down the Tigers were enough, not against a Memphis team that hasn't lost to another CUSA team in now 742 days and not to Southern Miss since Dec. 27, 2000, in Memphis.

"I'm really proud of this group of guys," Eustachy said. "There were times when we played right with Memphis, but we got caught up in the game and broke down. I can't say enough about these guys."

The Tigers nearly ran Southern Miss out of the FedExForum in the opening minutes, scoring on eight of nine possessions and building a 20-3 lead with 12:34 left on a layup by Rose.

Calipari pressed on defense, and it seemed the Tigers' own miscues were about the only thing that could slow them down. An alley-oop pass from Rose was too low for Douglas-Roberts to dunk, and then Rose missed Robert Dozier on a pass into the paint.

Southern Miss' zone defense and lots of fouls finally started slowing down the Tigers.

Memphis missed nine of 10 shots during one stretch, allowing Southern Miss to close the gap. Horton's two free throws cut it to 23-17 with 5:52 to go.

Southern Miss still couldn't get closer than six despite hitting all 14 free throws in the first half to offset a pathetic performance from the floor. The Golden Eagles hit only four of 22 shots in the half.

Backup guard Andre Allen, who missed Memphis' quarterfinal win over Tulane with a sprained right ankle, hit a 3 as the shot clock ran out that put the Tigers up 32-23 at halftime.